Consulting Agreement - Barr Laboratories Inc. and Edwin A. Cohen


                       FIRST AMENDMENT TO
                      CONSULTING AGREEMENT
                                
     This is the FIRST AMENDMENT made as of June 16, 1995, to the
Consulting Agreement dated January 31, 1994 (the 'Consulting
Agreement'), by and between Barr Laboratories, Inc. (the
'Company') and Edwin A. Cohen (the 'Executive').

     WHEREAS, the Executive has agreed, for the period of July 1,
1995 to June 30, 1996,
to make himself available to the Company to render consulting
services up to 120 days from 80 days as required in the
Consulting Agreement; and

     WHEREAS, the Company has agreed to increase the Executive's
compensation for the period of July 1, 1995 to June 30, 1996; and

     WHEREAS, pursuant to and consistent with the provisions of
Paragraph 5(b) of the Consulting Agreement, the parties wish to
amend the Consulting Agreement to affect these purposes;

     NOW THEREFORE, in consideration of the foregoing, the
parties hereto agree as follows:

1.   Paragraph 3(d)(i) is hereby amended to require the Executive
     to render consulting services under the Consulting Agreement
     on not more than 120 days during the period of the Term
     beginning July 1, 1995 and ending June 30, 1996.

2.   Paragraph 5(a)(i) is hereby amended to require the Company
     to compensate the Executive at a rate per annum equal to
     $150,000 during the period of the Term beginning July 1,
     1995 and ending June 30, 1996.

3.   Except as specifically set forth in this First Amendment to
     the Consulting Agreement, all terms and conditions of the
     Consulting Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment to the Consulting Agreement as of the date first
above written.



[Seal]                                  BARR LABORATORIES, INC.

ATTEST:                            By:  /s/ Edwin A. Cohen

                                       /s/ Bruce L. Downey

/s/ Cathy L. Burgess